Valued at Approximately $4.1 Billion
Patterson Companies, Inc. (Nasdaq: PDCO), a leading dental and
animal health distributor, today announced that it has entered into
a definitive agreement to be acquired by Patient Square Capital
(Patient Square), a dedicated health care investment firm. Under
the terms of the agreement, Patterson shareholders will receive
$31.35 in cash per share, representing an approximately 49% premium
to Patterson’s 30 calendar day volume-weighted average price (VWAP)
ending December 4, 2024 (the last trading day prior to Patterson
announcing the evaluation of strategic alternatives), or a
transaction value of approximately $4.1 billion, including the
refinancing of Patterson’s receivables facilities.
“Today’s announcement marks an exciting next step in Patterson’s
evolution and delivers immediate and certain value for our
shareholders and positions us to continue to invest in serving our
customers and driving growth,” said Don Zurbay, President and Chief
Executive Officer of Patterson. “This transaction follows a review
of strategic alternatives by our Board of Directors, with
assistance from our independent advisors, maximizing our value and
enabling Patterson to continue to execute our strategy well into
the future.
“Patient Square recognizes the value of our brand and the
quality of our world-class team, and is grounded in similar values
that guide our actions. They share the same long-term vision for
our company, which makes them an excellent partner for the next
phase of our journey.”
Patient Square Managing Partner Jim Momtazee said, “I have
closely followed Patterson for decades and long admired the value
the company provides to partners and customers. Patient Square is
excited to work closely with management on the next chapter of
growth for the business building on its long and proud legacy.”
Transaction Details
The company’s Board of Directors, excluding Zurbay given his
position as a Management Director, has unanimously approved the
transaction. Consistent with the Patterson Companies’ commitment to
strong governance practices, Zurbay has recused himself from
participating in any deliberations or approvals related to the
transaction.
The transaction will be financed through a combination of
committed equity financing provided by Patient Square Equity
Partners, LP, as well as committed debt financing to be led by
Citi, UBS Investment Bank, and Wells Fargo Bank N.A.
The transaction is expected to close in the fourth quarter of
Patterson’s fiscal 2025, subject to the receipt of shareholder
approval, regulatory approvals, and the satisfaction of other
customary closing conditions. The merger agreement includes a
40-day “go-shop” period that permits the Patterson Board and its
advisors to actively solicit alternative acquisition proposals from
third parties.
Upon completion of the transaction, Patterson will become a
privately held company, and its common stock will no longer be
traded on the NASDAQ Global Select Market (Nasdaq). Patterson will
maintain its headquarters in St. Paul, Minnesota.
Advisors
Guggenheim Securities, LLC is acting as the exclusive financial
advisor to Patterson and Taft Stettinius & Hollister LLP is
serving as legal counsel to Patterson. Citi, UBS Investment Bank,
and Wells Fargo Securities, LLC are serving as financial advisors,
and Kirkland & Ellis LLP and Greenberg Traurig, LLP are acting
as legal counsel to Patient Square.
About Patterson Companies Inc.
Patterson Companies Inc. (Nasdaq: PDCO) connects dental and
animal health customers in North America and the U.K. to the latest
products, technologies, services and innovative business solutions
that enable operational and professional success. Our comprehensive
portfolio, distribution network and supply chain is equaled only by
our dedicated, knowledgeable people who deliver unrivalled
expertise and unmatched customer service and support.
About Patient Square Capital
Patient Square Capital is a dedicated health care investment
firm with approximately $11 billion in assets under management as
of September 30, 2024. The firm aims to achieve strong investment
returns by partnering with growth-oriented companies and top-tier
management teams whose products, services, and technologies improve
health. Patient Square utilizes deep industry expertise, a broad
network of relationships, and a partnership approach to make
investments in companies that will grow and thrive. Patient Square
invests in businesses that strive to improve patient lives,
strengthen communities, and create a healthier world. For more
information, visit www.patientsquarecapital.com.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains statements that are forward-looking
statements within the meaning of the federal securities laws.
Forward-looking statements include information concerning the
proposed merger (“Merger”) with Paradigm Parent, LLC, a Delaware
limited liability company (“Parent”), and Paradigm Merger Sub,
Inc., a Minnesota corporation and a wholly owned subsidiary of
Parent (“Merger Sub”) and the ability to consummate the proposed
Merger, our liquidity and our possible or assumed future results of
operations, including descriptions of our business strategies.
These statements often include words such as “believe,” “expect,”
“project,” “potential,” “anticipate,” “intend,” “plan,” “estimate,”
“seek,” “will,” “may,” “would,” “should,” “could,” “forecasts” or
similar words. These statements are based on certain assumptions
that we have made in light of our experience in the industry as
well as our perceptions of historical trends, current conditions,
expected future developments and other factors we believe are
appropriate in these circumstances. We believe these assumptions
are reasonable, but you should understand that these statements are
not guarantees of performance or results, and our actual results
could differ materially from those expressed in the forward-looking
statements due to a variety of important factors, both positive and
negative, that may be revised or supplemented in subsequent
releases or reports. These statements involve risks, estimates,
assumptions, and uncertainties that could cause actual results to
differ materially from those expressed in these statements and
elsewhere in this press release. These uncertainties include, but
are not limited to, the inability to consummate the Merger within
the anticipated time period, or at all, due to any reason,
including the failure to obtain required regulatory approvals,
satisfy the other conditions to the consummation of the Merger or
complete necessary financing arrangements; the risk that the Merger
disrupts our current plans and operations or diverts management’s
attention from its ongoing business; the effects of the Merger on
our business, operating results, and ability to retain and hire key
personnel and maintain relationships with customers, suppliers and
others with whom we do business; the risk that our stock price may
decline significantly if the Merger is not consummated; the nature,
cost and outcome of any legal proceedings related to the Merger;
our dependence on suppliers to manufacture and supply substantially
all of the products we sell; potential disruption of distribution
capabilities, including service issues with third-party shippers;
our dependence on relationships with sales representatives and
service technicians to retain customers and develop business; risks
of selling private label products, including the risk of adversely
affecting our relationships with suppliers; adverse changes in
supplier rebates or other purchasing incentives; the risk of
technological and market obsolescence for the products we sell; the
risk of failing to innovate and develop new and enhanced software
and e-services products; our dependence on positive perceptions of
Patterson’s reputation; risks associated with illicit human use of
pharmaceutical products we distribute; risks inherent in acquiring
and disposing of assets or other businesses and risks inherent in
integrating acquired businesses; turnover or loss of key personnel
or highly skilled employees; risks associated with information
systems, software products and cyber-security attacks; risks
inherent in our growing use of artificial intelligence systems to
automate processes and analyze data; adverse impacts of wide-spread
public health concerns as we experienced with the COVID-19 pandemic
and may experience in the future; risks related to climate change;
our ability to comply with restrictive covenants and other limits
in our credit agreement; the risk that our governing documents and
Minnesota law may discourage takeovers and business combinations;
the effects of the highly competitive dental and animal health
supply markets in which we compete; the effects of consolidation
within the dental and animal health supply markets; risks from the
formation or expansion of GPOs, provider networks and buying groups
that may place us at a competitive disadvantage; exposure to the
risks of the animal production business, including changing
consumer demand, the cyclical livestock market, weather conditions,
the availability of natural resources and other factors outside our
control, and the risks of the companion animal business, including
the possibility of disease adversely affecting the pet population;
exposure to the risks of the health care industry, including
changes in demand due to political, economic and regulatory
influences and other factors outside our control; increases in
over-the-counter sales and e-commerce options; risks of litigation
and government inquiries and investigations, including the
diversion of management’s attention, the cost of defending against
such actions, the possibility of damage awards or settlements,
fines or penalties, or equitable remedies (including but not
limited to the revocation of or non-renewal of licenses) and
inherent uncertainty; failure to comply with health care fraud or
other laws and regulations; change and uncertainty in the health
care industry; failure to comply with existing or future U.S. or
foreign laws and regulations including those governing the
distribution of pharmaceuticals and controlled substances; failure
to comply with evolving data privacy laws and regulations; tax
legislation; risks inherent in international operations, including
currency fluctuations; and uncertain macro-economic conditions,
including inflationary pressures. The foregoing review of important
factors that could cause actual results to differ from expectations
should not be construed as exhaustive and should be read in
conjunction with the information contained or incorporated by
reference herein, including, but not limited to, our Annual Report
on Form 10-K for the year ended April 27, 2024 filed with the SEC
on June 18, 2024 and our definitive proxy statement for our 2024
annual meeting of shareholders filed with the SEC on August 2, 2024
and our recent Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K. The information contained in this press release is
made only as of the date hereof, even if subsequently made
available on our website or otherwise.
Additional Information and Where to Find It
This press release relates to the proposed Merger. Parent and
Merger Sub are indirect subsidiaries of funds managed and advised
by Patient Square Capital. A special meeting of the shareholders of
Patterson will be announced as promptly as practicable to seek
shareholder approval in connection with the proposed Merger. We
expect to file with the SEC a proxy statement and other relevant
documents in connection with the proposed Merger. Shareholders of
Patterson are urged to read the definitive proxy statement and
other relevant materials filed with the SEC when they become
available because they will contain important information about
Patterson, Parent, Merger Sub and the Merger. Shareholders may
obtain a free copy of these materials (when they are available) and
other documents we file with the SEC at the SEC’s website at
www.sec.gov, at our website at www.pattersoncompanies.com or by
sending a written request to our Corporate Secretary at our
principal executive offices at 1031 Mendota Heights Road, St. Paul,
Minnesota 55120.
Participants in the Solicitation
Patterson, its directors and certain of its executive officers
and employees may be deemed to be participants in soliciting
proxies from its shareholders in connection with the Merger.
Information regarding the persons who may, under the rules of the
SEC, be considered to be participants in the solicitation of our
shareholders in connection with the Merger and any direct or
indirect interests they have in the Merger will be set forth in
Patterson’s definitive proxy statement for its special shareholder
meeting when it is filed with the SEC. Information relating to the
foregoing can also be found our Annual Report on Form 10-K for the
year ended April 27, 2024 filed with the SEC on June 18, 2024 and
our definitive proxy statement for our 2024 annual meeting of
shareholders filed with the SEC on August 2, 2024 and our recent
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. To
the extent that holdings of Patterson’s securities have changed
since the amounts set forth in our definitive proxy statement for
our 2024 annual meeting of shareholders, such changes have been or
will be reflected on Statements of Change in Ownership on Form 4
filed with the SEC.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241210204166/en/
Patterson Companies:
INVESTOR CONTACT: John M. Wright, Investor Relations
651.686.1364 investor.relations@pattersoncompanies.com
MEDIA CONTACTS:
Patterson Corporate Communications 651.905.3349
corporate.communications@pattersoncompanies.com
Patient Square Capital:
Prosek Partners pro-PatientSquareCapital@prosek.com
Patterson Companies (NASDAQ:PDCO)
Graphique Historique de l'Action
De Nov 2024 à Déc 2024
Patterson Companies (NASDAQ:PDCO)
Graphique Historique de l'Action
De Déc 2023 à Déc 2024
